Post on 04-Feb-2022
transcript
GLOBAL RESOLUTION AGREEMENT
This Global Resolution Agreement sets forth the terms and conditions intended to resolve
the ongoing unclaimed property audit that Xerox State & Local Solutions, Inc. d/b/a Xerox
Unclaimed Property Clearinghouse (“UPCH”) is conducting of Forethought Life Insurance
Company and its predecessors, successors, and assigns, and affiliates (“Forethought” or the
“Company”) on behalf of the states identified in the attached Schedule A (the “Participating
States”).
WHEREAS, during the course of the audit, UPCH, on behalf of the Participating States,
has identified what it considers to be Proceeds that are required to be reported and remitted to the
Participating States;
WHEREAS, the Company disputes that some of the Proceeds identified by UPCH should
be considered subject to reporting and remittance to the Participating States;
WHEREAS, the Company has fully cooperated with the Participating States and UPCH
by making its books and records available for examination, and its personnel and agents
available to assist as requested by the Participating States and UPCH, and maintains that at all
times relevant to this Agreement, the Company and its officers, directors, employees, agents, and
representatives, acted in good faith and in a manner they believed to be in the best interest of the
Company’s policy holders and contract owners;
WHEREAS, disputes have arisen between the Parties hereto with regard to the
Company’s obligation to report and remit certain Proceeds pursuant to the Participating States’
UP Laws; and
WHEREAS, the Company denies any wrongdoing or activities that violate any applicable
laws of a Participating State or any other applicable laws and, further, denies any liability related
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to the disposition of unclaimed or other property, but in view of the complex issues raised and
the probability that long-term litigation and/or administrative proceedings would be required to
resolve the disputes between the Parties hereto, the Company and the Signatory States desire to
resolve differences between the Parties as to the interpretation and enforcement of UP Laws and
all claims that the Signatory States have asserted:
NOW, THEREFORE, the Parties agree as follows:
1. Definitions. Solely for purposes of this Agreement, capitalized terms have the
meanings set out below:
(a) “UPCH” means the Xerox Unclaimed Property Clearinghouse.
(b) “Agreement” means the Resolution Agreement entered into among the Signatory
States and the Company, which is also signed by UPCH as the authorized third
party auditor for the Signatory States.
(c) “Annuity Contract” means a fixed or variable annuity contract, other than a
fixed or variable annuity contract issued (1) in connection with an employment-
based plan subject to the Employee Retirement Income Security Act of 1974 or
(2) to fund an employment-based retirement plan where the life insurer is not
committed by the terms of the annuity contract to pay death benefits to the
beneficiaries of specific plan participants.
(d) “Audit” means the unclaimed property audit that UPCH has been conducting on
the Company, on behalf of the Participating States, which Audit is being resolved
with respect to the Signatory States pursuant to this Agreement.
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(e) “Beneficiary” means the person or entity entitled to receive Proceeds from a life
insurance policy (including any group life insurance certificate issued thereunder),
Annuity Contract, or retained asset account.
(f) “Company” means Forethought.
(g) “Death Master File” or “DMF” means the Social Security Administration’s
Death Master File.
(h) “Dormancy Period” means the period of years provided for by a Signatory
State’s UP Laws upon the expiration of which the Proceeds must escheat to the
Signatory State.
(i) “Duration of the Audit” means the period concluding upon completion of all
processing related to the last Unclaimed Property Report issued by UPCH
pursuant to the terms of this Agreement.
(j) “Effective Date” means the date provided for in Section 2.
(k) “Lead Signatory State” means California.
(l) “Maturity Age” means, for purposes hereof, the age of maturity or age of
endowment set forth in the terms of a life insurance policy. If a life insurance
policy does not specify an age of maturity or age of endowment, Maturity Age
shall mean the limiting age under the life insurance policy. The limiting age of a
life insurance policy is the terminal age of the mortality table specified in the
policy for calculating reserves and/or non-forfeiture values, or, if the policy does
not reference a mortality table for policy reserves and/or nonforfeiture values,
then the limiting age is the terminal age of the mortality table used in calculating
the cost of insurance for the policy.
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(m) “Maturity Date” means the date in an Annuity Contract that annuity payments
are scheduled to begin, unless the records of the Company indicate that the
Maturity Date has been extended in accordance with the terms of the Annuity
Contract or the Annuity Contract owner has taken action within the Dormancy
Period in respect to the Annuity Contract at issue that is inconsistent with a desire
to annuitize.
(n) “Participating States” means those state agencies identified in the attached
Schedule A.
(o) “Parties” means the Signatory States and the Company; and “Party” shall mean
any one of the Parties.
(p) “Proceeds” means money payable under a life insurance policy, group life
insurance certificate, or Annuity Contract within the Scope of the Audit.
(q) “Record keeper” means those circumstances under which the Company obtains
and maintains in its own systems the information necessary to process and to pay
a claim under a group insurance contract (or a line of coverage thereunder),
including information about the insured and beneficiary, coverage eligibility,
benefit amount and premium payment.
(r) “Scope of the Audit” means all unclaimed property that is required to be reported
and remitted to a Signatory State with respect to life insurance policies and
Annuity Contracts that were in-force at any time during the period January 1,
1992 through June 30, 2012, regardless of whether they are currently listed as
active, and including, but not limited to, policies identified as lapsed, expired,
matured, remitted, reported and remitted to a Signatory State (escheated),
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rescinded, or terminated. Notwithstanding any of the foregoing, the Scope of the
Audit shall exclude: 1) Proceeds payable under a policy provision or rider
covering accidental death; and 2) Proceeds due under group life insurance
policies (including group life insurance certificates issued thereunder) for which
the Company is not the Record keeper, except for group life insurance claims
received for which the Company, from information in its administrative systems
and/or the group policy claim form, is able to determine that a benefit is due and
is able to determine the benefit amount, but such claims have not been fully paid
or escheated.
(s) “Signatory State” means one or more of the Participating States that have
executed this Agreement.
(t) Unclaimed Property Report (“UPR”) means a report prepared and submitted to
the Company by UPCH to identify property that UPCH has determined to be
payable to a Signatory State by the Company. The UPRs will be delivered by
UPCH according to the formats described in Schedule C.
(u) “UP Laws” means the Unclaimed Property/Escheat Laws of the Signatory States,
as applicable.
2. Effectiveness
A. Effective Date
This Agreement shall not become effective until executed by the Company, the Lead
Signatory State, and nine (9) additional Participating States. The Agreement shall initially be
executed by the Company and UPCH, as the authorized third party auditor for the Participating
States, no later than September 30, 2012, followed by the Lead Signatory State, and nine (9)
additional Participating States, which shall take place no later than November 30, 2012. The
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“Effective Date” of this Agreement shall be the date upon which UPCH provides notice to all
Parties that this Agreement has been executed by ten (10) Participating States, including the
Lead Signatory State, and the notice shall occur promptly following those executions. If this
Agreement is not signed by the Lead Signatory State and the minimum required Participating
States by November 30, 2012, then the Company shall have the right to opt out of the Agreement
by providing written notice of its intent to exercise this right no later than December 15, 2012, in
which case the Agreement shall not take effect. If the Company does not exercise its right to opt
out of the Agreement pursuant to this section, the Effective Date shall be November 30, 2012, as
to those Participating States that have signed the Agreement by that date.
B. Signatory States
The Signatory States shall be limited to those Participating States set forth on Schedule A
as of the date that the Company executes the Agreement. Participating States identified on
Schedule A may become Signatory States by signing the Agreement at any time prior to the
completion of processing of all UPRs pursuant to Schedule D of this Agreement (subject to the
Company’s right to opt out of the Agreement as set forth above). If any state or jurisdiction not
identified on Schedule A enters into an agreement with UPCH for an unclaimed property audit
of the Company prior to the completion of processing of all UPRs pursuant to Schedule D of this
Agreement, then the Company shall offer to resolve the audit by entering into an agreement with
that state or jurisdiction containing the same terms as this Agreement. If the Company enters
into an agreement to resolve an unclaimed property audit conducted by UPCH on behalf of an
additional state or jurisdiction, UPCH shall not submit to the Company any unclaimed property
reports pursuant to the terms of that agreement until the last group of UPRs provided to the
Company pursuant to Schedule D under this Agreement is reconciled by the Company and
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UPCH, unless the Company elects to receive those UPRs at an earlier time agreed to between the
Company and UPCH.
3. Remittance of Proceeds Payable to Signatory States
A. Proceeds Escheatable By Reason of Death
(i) The following shall be the procedures for reporting and remitting Proceeds
that are escheatable by reason of death.
(ii) UPCH will submit UPRs to the Company in accordance with Schedule D
identifying life insurance policies (including group life insurance certificates issued thereunder),
Annuity Contracts, or retained asset accounts where a death has been identified by UPCH in
accordance with Schedule B, and for which UPCH has determined that Proceeds may be
payable. All UPRs that UPCH provides to the Company with respect to life insurance policies
(including group life insurance certificates issued thereunder) or Annuity Contracts shall identify
deaths of the Company’s insureds and Annuity Contract owners or annuitants that UPCH has
identified in the course of matching the Company’s records against the DMF. The UPRs will be
delivered in the format described in Schedule C.
(iii) Pursuant to Section D herein and Schedule D, Section II, the Company
shall provide UPCH with exceptions to the UPR and state the grounds thereof. Where such
grounds are based on documents or data that have not been provided to UPCH previously, the
Company shall provide such data or documentation within a reasonable time period following
the Company’s response to the UPR, not to exceed ten (10) days. The sole grounds for
exceptions shall be one or more of the following: (a) the individual identified on the UPR is not
dead; (b) the individual is not an insured, eligible to be an insured under a group life insurance
certificate, an annuitant, or an Annuity Contract owner; (c) the life insurance policy (including
any group life insurance certificate issued thereunder) or Annuity Contract was not in force upon
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death; (d) there was no benefit payable upon death (e.g., the life insurance policy, group
insurance certificate or Annuity Contract had no value at death or was not payable at death); (e) a
benefit is not payable due to the application of a relevant contestability period or suicide
exclusion period; (f) the Dormancy Period has not expired; (g) all benefits payable upon death
have in fact been remitted to a Beneficiary or escheated as unclaimed property; (h) a claim for
the value of any benefits payable upon death is in the process of being paid by the Company to a
Beneficiary in accordance with Schedule D; (i) for claims received under non-Record keeper
group life insurance contracts (including group life insurance certificates issued thereunder), the
Company lacks and/or is unable to obtain sufficient information necessary to determine that a
life insurance benefit is due or is unable to determine the benefit amount; (j) all benefits payable
upon death are remittable to a non-Signatory State or are the subject of pending litigation; or (k)
the life insurance policy (including any group life insurance certificate issued thereunder), or
Annuity Contract is not within the Scope of the Audit. The Company shall further provide
notice to UPCH if it believes the date of death is different than the date of death provided by
UPCH if the Company contends such difference affects the Proceeds payable under the life
insurance policy (including any group life insurance certificate issued thereunder) or Annuity
Contract. The list of exceptions shall be provided by the Company no later than the times
specified in Schedule D, Section II.
(iv) For purposes of this Section, the Dormancy Period commences upon the
date of death as reflected in the DMF and expires after the requisite number of years has passed
under the UP Laws of the applicable Signatory State. The running of the Dormancy Period shall
not be tolled for any reason other than: (i) pending litigation to resolve claims to the Proceeds
brought by a person or entity claiming the Proceeds, (ii) pending litigation instituted by the
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Company to determine whether a benefit is due or to otherwise determine the rightful owner of
the Proceeds including as the stakeholder in an interpleader action intended to resolve a dispute
where more than one claimant has made claim to the Proceeds, or as the moving party in a
declaratory judgment action; or (iii) otherwise as expressly allowed by the Signatory States. In
the event the Dormancy Period has been tolled, the Dormancy Period shall begin to run upon the
termination of the litigation or as expressly allowed by the Signatory States.
(v) If the Company locates the Beneficiary or the Beneficiary’s authorized
representative before the Proceeds are required to be reported and remitted to a Signatory State
in accordance with Schedule D, the Company will make a written notation in its records
indicating the date of the contact, the person contacted, and the address, telephone number or e-
mail address of the contacted person.
(vi) Proceeds shall be determined without deduction of any fees other than
those permitted by the Annuity Contract or life insurance policy. Further, the Company agrees
that it will not charge Beneficiaries costs associated with this Agreement.
(a) Proceeds under life insurance policies shall be determined in
accordance with the policy terms as of the date of death, and shall include a reversal of
any amounts deducted from the policy after death, including, but not limited to, amounts
deducted for premium payments, loans, and/or service charges, and of any amounts
added to the policy for interest or dividends. Notwithstanding the above, charges
incurred before the insured’s date of death but accruing after the date of death shall not be
reversed.
(b) Proceeds under Annuity Contracts with a death benefit shall be
determined according to the contract terms, except that: (i) with respect to those Proceeds
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that remain in variable annuities, the Company shall determine Proceeds based on the
value of assets maintained in the relevant separate accounts as of the date Proceeds are
remitted to a Signatory State; and (ii) with respect to those proceeds that remain in fixed
annuities, the Company shall determine Proceeds based on the values of the account as of
the date the Proceeds are remitted to a Signatory State.
(vii) The amount payable to a Signatory State shall include the Proceeds, plus
interest at a rate of three (3) percent compounded annually from the date used to establish the
death benefit values in accordance with Section 3A(vi)(a) and (b) above, or from January 1,
1995, whichever is later. With respect to Annuity Contracts where the death benefit values were
placed in a suspense account or money market account earning less than three (3) percent
interest, then interest representing the difference between three (3) percent and the interest
received shall be payable on the Annuity Contract Proceeds compounded annually from the date
the death benefit account values are established according to the contract terms or from January
1, 1995, whichever is later. If any Proceeds are not timely remitted as required under this
Agreement, each Signatory State may seek to enforce the terms of this Agreement or initiate an
action to vindicate any rights it may possess under that Signatory State’s UP Laws for failure to
report, remit, or deliver unclaimed property on a timely basis. In the event an action is brought
under a Signatory State’s UP Laws, nothing contained in this Agreement shall serve as an
admission by either party in such action.
B. Proceeds Payable Upon Maturity Age or Maturity Date
(i) The following shall be the procedures for reporting and remitting Proceeds
that are payable to a Signatory State upon reaching Maturity Age or Maturity Date.
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(ii) UPCH will submit UPRs to the Company in accordance with Schedule D,
identifying life insurance policies (including any group life insurance certificates issued
thereunder) and Annuity Contracts that UPCH has determined have reached Maturity Age or
Maturity Date, and for which the period of time elapsed since the Maturity Age or Maturity Date
is beyond the Dormancy Period. The UPRs will be delivered in the format described in
Schedule C.
(iii) Pursuant to Section D herein and Schedule D, Section II, the Company
shall provide UPCH with exceptions to the UPR and state the grounds thereof. Where such
grounds are based on documents or data that have not been provided to UPCH previously, the
Company shall provide such data or documentation within a reasonable time period following
the Company’s response to the UPR, not to exceed ten (10) days. The sole grounds for
exceptions shall be one or more of the following: (a) the life insurance policy (including any
group insurance certificate issued thereunder) or Annuity Contract had not reached the Maturity
Age or Maturity Date; (b) the policy, the group life insurance certificate, or Annuity Contract
was not in force upon the Maturity Age or Maturity Date; (c) there was no benefit payable upon
the Maturity Age or Maturity Date (e.g., the policy, group life insurance certificate, or Annuity
Contract had no value at the Maturity Age or Maturity Date, the policy, group life insurance
certificate, or Annuity Contract had been surrendered, the Maturity Date had been extended, the
Annuity Contract owner or annuitant has taken affirmative action inconsistent with a desire to
annuitize, or the policy, group life insurance certificate, or Annuity Contract was not payable at
the Maturity Age or Maturity Date); (d) the Dormancy Period has not expired; (e) the value of
any Proceeds payable upon the Maturity Age or Maturity Date has in fact been remitted to the
Beneficiary or escheated as unclaimed property; (f) the value of any Proceeds payable upon the
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Maturity Age or Maturity Date is remittable to a non-Signatory State or is the subject of pending
litigation; and/or (g) the terms of the Annuity Contract provide for an immediate forced
annuitization at the Maturity Date and the Annuity Contract has been annuitized. The Dormancy
Period shall not be deemed to have expired with respect to Proceeds if the Company has
documented contact with the Beneficiary, Annuity Contract owner, annuitant, or the legal
representative thereof, within the Dormancy Period regarding the policy or contract, including a
request by the Beneficiary, Annuity Contract owner, annuitant, or the legal representative
thereof, to change the designation of a Beneficiary, Annuity Contract owner or annuitant; a non-
automated request to reallocate the value of a policy or Annuity Contract among variable
investment options; or a non-automated request to renew or change a fixed interest guarantee
period under the policy or Annuity Contract. The Company shall further provide notice to
UPCH if it has determined that the Maturity Age or Maturity Date is different than the Maturity
Age or Maturity Date provided by UPCH if the Company contends such difference affects
Proceeds under the policy or Annuity Contract. The list of exceptions shall be provided by the
Company no later than the time specified in Schedule D, Section II.
(iv) For purposes of this Section, the Dormancy Period commences upon the
Maturity Age or Maturity Date of the policy, group life insurance certificate, or Annuity
Contract. The running of the Dormancy Period shall not be tolled for any reason other than: 1)
documented contact with a Beneficiary, or the legal representative thereof; 2) pending litigation
to resolve claims to the Proceeds brought by a person or entity claiming the Proceeds; 3) pending
litigation instituted by the Company to determine whether a benefit is due or to otherwise
determine the rightful owner of the Proceeds including as the stakeholder in an interpleader
action intended to resolve a dispute where more than one claimant has made claim to the
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Proceeds or as the moving party in a declaratory judgment action; or 4) otherwise expressly
allowed by the Signatory States. In the event the Dormancy Period has been tolled due to
institution of litigation, the Dormancy Period shall begin to run upon the termination of the
litigation or as expressly allowed by the Signatory States.
(v) If the Company locates the Beneficiary or the Beneficiary’s authorized
representative before the Proceeds are required to be reported and remitted to a Signatory State
in accordance with Schedule D, the Company will make a written notation in its records
indicating the date of the contact, the person contacted, and the address, telephone number or e-
mail address of the contacted person.
(vi) Proceeds shall be determined without deduction of any fees other than
those permitted by the contract. The Company agrees that it will not charge Beneficiaries costs
associated with this Agreement.
(vii) Proceeds remitted by the Company to a Signatory State under an Annuity
Contract shall include the current account value of the Annuity Contract as determined by the
Company as of the date the Proceeds are remitted to a Signatory State or the Beneficiary. For
purposes hereof, the Company shall calculate the account value as follows: (a) for a variable
Annuity Contract, based on the value of assets held in the underlying separate account, and (b)
for a fixed Annuity Contract, based on the account value, inclusive of any interest credited by the
Company to the account value. Upon remittance, the Company shall have no further obligation
to escheat Proceeds under the Annuity Contract.
(viii) All Proceeds of a life insurance policy or group life insurance certificate
upon reaching Maturity Age shall be determined by the Company in accordance with the terms
of the policy, or certificate, as appropriate, and interest shall be added to Proceeds due to the
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Signatory States from the later of the Maturity Age or January 1, 1995, at the interest rate of
three (3) percent compounded annually. If any Proceeds are not timely remitted as required
under this Agreement, each Signatory State may seek to enforce the terms of this Agreement or
initiate an action to vindicate any rights it may possess under that Signatory State’s UP Laws for
failure to report, remit, or deliver unclaimed property on a timely basis. In the event an action is
brought under a Signatory State’s UP Laws, nothing contained in this Agreement shall serve as
an admission by either party in any such action.
C. Resolving Disputes Regarding Exceptions to Unclaimed Property
Reports
(i) The following shall be the procedures for resolving disputes regarding any
exceptions to the UPRs that the Company provides to UPCH.
(ii) If UPCH disputes an exception, UPCH shall provide notice to the
Company within the time specified in Schedule D, Section II, and the notice shall be
accompanied by the Company’s list of exceptions.
(iii) If UPCH provides notice to the Company that it disputes an exception,
then UPCH and the Company shall meet to resolve the dispute and conclude the dispute
resolution process within the time specified in Schedule D, Section II.
(iv) If there is no agreement after UPCH and the Company meet, UPCH shall
provide notice to a Signatory State of the failure to reach agreement on the exception within the
time specified in Schedule D, Section II. The exceptions shall then be referred for a
determination of the Signatory State pursuant to that State’s laws.
(v) UPCH shall provide notice to a Signatory State of all exceptions the
Company has taken to a UPR and as to which UPCH has agreed that no Proceeds are payable.
Such determinations as to previously disputed UPRs shall be final and binding as to the Parties.
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D. Priority and Disputes
(i) The Signatory States agree that in determining the appropriate state to
report and remit Proceeds under this Agreement, the following rules shall apply:
(a) Proceeds shall be remitted to the state of the last known address of
each single Beneficiary as shown in the Company’s books and records.
(b) If there is more than one known Beneficiary, Proceeds shall be
reported and remitted to the states of the last known addresses of the Beneficiaries, based
upon the amounts payable to each under the applicable policy, group life insurance
certificate, or contract for those Beneficiaries for whom a last known address is shown in
the books and records of the Company. For those Beneficiaries for whom an address is
not shown in the Company’s books and records, subsections D. (i)(c) and D.(i)(d) shall
apply.
(c) With respect to property related to life insurance policies or
Annuity Contracts due to a Beneficiary, if there is no last known address for any
Beneficiary in the Company’s books and records, then Proceeds shall be reported and
remitted to the state of the last known address of the insured or annuitant.
(d) If the Company’s books and records do not contain a last known
address for the Beneficiary and do not contain a last known address for the insured or
annuitant, or if the last known addresses of the above are all outside the United States,
then the Proceeds shall be reported and remitted to the state of incorporation of the
relevant Company entity as of the time the state of incorporation’s Dormancy Period
expired under the terms of this Agreement.
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(ii) If Proceeds are reported and remitted to a Signatory State in accordance
with the priority rules in this Section, then the Company shall be deemed to have made its
remittance in good faith in accordance with the UP Laws of all Signatory States.
(iii) The existence of an unresolved dispute as to reporting and remitting
Proceeds shall not affect the duty to report and remit Proceeds as to which no dispute exists.
E. Reporting and Remitting Proceeds
(i) The Company shall report and remit Proceeds as required by Schedule D.
(ii) The Company shall provide UPCH with reasonable access to monitor the
UPR review and the reporting and remittance processes being performed in accordance with
Schedule D.
(iii) Upon the Company making all reports and remittances required by this
Agreement at the conclusion of the Duration of the Audit, the Signatory States shall relieve the
Company from any further duties under their UP Laws for life insurance policies (including any
group life insurance certificates issued thereunder) or Annuity Contracts within the Scope of the
Audit and the release of the Company from all claims arising under the Signatory States’ UP
Laws as provided in Section 4 hereof shall be effective. Notwithstanding any other provision of
this Agreement, such release is made only to the extent of the signatory officials and is not made
pursuant to the authority of insurance regulators. In no event shall such release of the Company
apply to contracts and Proceeds as to which the Company and a Signatory State have an
unresolved dispute under the terms of this Agreement. Notwithstanding the foregoing, with
respect to any Proceeds escheated by the Company, the Company shall be released from any
further obligation with respect to those Proceeds.
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(iv) Nothing contained in this Agreement shall preclude the Company from
exercising any right it may have to seek indemnification, refunds or corrections of errors to the
extent authorized by, and in accordance with, the UP Laws of the Signatory State to which the
Company made a remittance or report in error.
(v) Nothing in this Agreement shall limit a Signatory State or a Participating
State from auditing or making claims with respect to Proceeds, policies, contracts, or accounts
that are not within the Scope of the Audit.
4. General Provisions
(i) This Agreement sets forth a process for identifying certain amounts to be
escheated under its terms. Notwithstanding any of the terms, phrasing, or provisions used herein,
nothing in this Agreement constitutes an admission that any amount or Proceeds described herein
are past due, have been owing, or were improperly withheld or retained by the Company.
(ii) For the Duration of the Audit, the Company shall continue to provide
UPCH with the data reasonably requested by UPCH to identify Proceeds that are within the
Scope of the Audit.
(iii) For the Duration of the Audit, the Company shall continue to provide
UPCH with access to the Company’s administrative systems to obtain records relating to
Proceeds within the Scope of the Audit in order to enable UPCH to test the completeness and
accuracy of all records provided by the Company. Such access shall include continued access to
data and systems through a Forethought employee to respond to queries made by UPCH’s
personnel.
(iv) The Company agrees to provide all requested insured, annuitant, or
Annuity Contract owner names parsed out as follows to the extent such data elements are
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captured in the Company’s systems: Prefix (Mr./Dr./ Maj./etc); First; Middle (full name or initial
if full not in company records); Last; and Suffix (esq./Jr./III/etc.).
(v) Upon written request, Forethought agrees to provide reasonable assistance
to a Signatory State to aid the Signatory State in determining the validity of claims made upon
the Proceeds remitted.
(vi) Each Signatory State agrees to the following:
(a) To release, discharge, and indemnify the Company, and/or hold the
Company harmless to the extent authorized by, and in accordance with, the UP Laws of
the Signatory State, for “good faith” payment or delivery and reporting of unclaimed
property, which are incorporated herein by reference. Nothing in this Agreement shall
limit officials within a state agency other than those listed in Schedule A of this
Agreement from conducting any examination or from making any claim or enforcing any
laws other than the UP Laws of a Signatory State with respect to Proceeds, policies,
contracts, or accounts.
(b) To release the Company from all claims, demands, interest
(excepting such interest available under the terms of this Agreement), penalties, actions
or causes of action that the Signatory State may have regarding or relating to any
unclaimed property under a life insurance policy (including, without limitation, group life
insurance contracts and certificates issues thereunder) or annuity contract that was
remittable prior to calendar years through and including calendar year 2012, provided,
however, that nothing in this sentence shall apply to any unclaimed property with respect
to any non-Record keeper group life insurance contracts (including group life insurance
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certificates issued thereunder) where a claim is received after calendar year 2011,
regardless of the date of death giving rise to the claim.
(c) That the Company’s payment and delivery to a Signatory State of
the property identified and reportable pursuant to paragraphs 3.A-3.C of this Agreement
shall be in full and final satisfaction of any and all claims that the Signatory State has or
may have under that Signatory State’s UP Laws with respect to unclaimed property under
a life insurance policy (including, without limitation, group life insurance contracts and
certificates issued thereunder) or annuity contract that was remittable prior to calendar
years through and including calendar year 2012, provided, however, that nothing in this
sentence shall apply to any unclaimed property with respect to any non-Record keeper
group life insurance contracts (including group life insurance certificates issued
thereunder) where a claim is received after calendar year 2011, regardless of the date of
death giving rise to the claim. The Signatory States further waive any right to audit or
examine the books and records of the Company with respect to unclaimed property for
which the Company has been released in the previous sentence.
(d) That the disclosures and assistance made by the Company in
connection with this Audit satisfy the reporting requirements of its UP Laws for the
applicable examination period regarding unclaimed property types identified and
reportable pursuant to paragraphs 3.A-3.C , and the Signatory State hereby releases the
Company from any additional reporting requirements under its UP Laws for or related to
the Company’s reporting and remittance of unclaimed property types identified and
reportable prior to calendar years through and including calendar year 2012 pursuant to
paragraphs 3.A-3.C.
20
(e) To maintain the confidentiality of information voluntarily
disclosed concerning identifying information and the business processes and trade secrets
of the Company to the extent permissible under each Signatory State’s laws, and shall
only disclose such information to the extent required under each Signatory State’s laws.
(f) That UPCH shall return or destroy confidential information within
thirty (30) days after the Duration of the Audit, excepting work papers and other
materials required to be retained by UPCH pursuant to contracts with any Signatory State
and those materials necessary to resolve any outstanding disputes.
(vii) This Agreement and its attachments constitute the entire agreement of the
Parties with respect to the matters referenced herein and may not be amended or modified, nor
may any of its terms be waived, except by an amendment or other written document signed by
the Parties hereto; provided, however that the Company and a Signatory State may mutually
agree to a reasonable extension of time in order to carry out the provisions of this Agreement
with respect to that Signatory State.
(viii) In the event that any portion of this Agreement is held invalid under a
Signatory State’s laws, such invalid portion shall be deemed to be severed only with respect to
that Signatory State and all remaining provisions of this Agreement shall be given full force and
effect and shall not in any way be affected thereby. In addition, in the event that any state
agency other than those listed in Schedule A of this Agreement objects in writing that one or
more terms of this Agreement violate a provision of a state law within that state agency’s
authority, the Company’s obligations under this Agreement with respect to the provision(s)
objected to shall cease with regard to that Signatory State until such time as the objection has
been resolved or withdrawn. In the event that such an objection is filed, the Signatory State shall
21
have the right to opt out of this Agreement at any time prior to the objection being resolved or
withdrawn, and take any action it deems appropriate under that Signatory State’s UP Laws
regarding the reporting, remittance and delivery of unclaimed property by the Company.
(ix) Neither this Agreement, nor any act performed or document executed in
furtherance of this Agreement, is now or may be deemed in the future to be an admission of or
evidence of liability or wrongdoing by the Company or any of its current or former affiliates,
subsidiaries, officers, directors, employees, agents, or representatives with respect to the subject
matter of the investigation.
(x) The Company shall be excused from its performance under this
Agreement, shall not be deemed to have breached this Agreement, and shall not be liable in
damages or otherwise, in the event of any delay or default in performing the Agreement’s terms
resulting from a circumstance not within the reasonable control of the Company including, but
not limited to, damage to or destruction of Forethought’s property, systems or facilities.
Notwithstanding such circumstances, the Company shall exercise reasonable diligence to
perform its obligations under this Agreement and shall take reasonable precautions to avoid the
effects of such circumstances to the extent that they may cause delay or default with respect to
the Company’s ability to perform its obligations under this Agreement.
(xi) This Agreement shall not confer any rights upon any person or entities
other than the parties to it and is not intended to be used for any other purpose. Nor shall the
Agreement be deemed to create any intended or incidental third party beneficiaries, and the
matters addressed herein shall remain within the sole and exclusive jurisdiction of the Signatory
States.
22
(xii) The Parties may mutually agree to any reasonable extensions of time that
might become necessary to carry out the provisions of this Agreement.
(xiii) Each Signatory State agrees that the individual signing this Agreement on
its behalf has authority to do so.
(xiv) This Agreement may be executed in counterparts, but shall not be
effective except as provided for pursuant to Section 2 above. Signatory States will execute this
Agreement by signing a signature page in the form set out as Schedule F hereto.
23
FORETHOUGHT LIFE INSURANCE COMPANY
By:_____________________________________ Date:______________________
Mary Cavanaugh
Its: Executive Vice President & General Counsel
XEROX STATE & LOCAL SOLUTIONS, INC., d/b/a XEROX UNCLAIMED PROPERTY
CLEARINGHOUSE
By:_____________________________________ Date:______________________
Its: [title of Company Signatory]
24
Exhibits Index
Schedule A: Participating States
Schedule B: DMF Methodology
Schedule C: Unclaimed Property Report Information and Format
Schedule D: Reporting and Remittance Procedures
Schedule E: Non-Disclosure Agreement dated July 7, 2011
Schedule F: Form of Signatory State Signature Page
Sch. A-1
SCHEDULE A
PARTICIPATING STATES
The following is a list of the state unclaimed property departments or divisions (collectively the
“Participating States”) participating in the unclaimed property audit that UPCH is conducting of
Forethought:
The Alabama Office of the State Treasurer (“Alabama”) The Alaska Department of Revenue, Treasury Division (“Alaska”) The Arizona Department of Revenue (“Arizona”) The Arkansas Auditor of State (“Arkansas”) The California State Controller's Office (“California”) The Colorado Office of State Treasurer (“Colorado”) The Connecticut Office of the Treasure, Unclaimed Property Division (“Connecticut”) The District of Columbia Office of the Chief Financial Officer (“District of Columbia”) The Florida Department of Financial Services (“Florida”) The Idaho State Treasurer’s Office, Unclaimed Property Program (“Idaho”) The Treasurer of the State of Illinois (“Illinois”) The Treasurer of the State of Iowa (“Iowa”) The Kansas State Treasurer Unclaimed Property Division (“Kansas”) The Kentucky State Treasury (“Kentucky”) The State of Louisiana, Department of the Treasury, Division of Unclaimed Property (“Louisiana”) The State of Maine, Office of the State Treasurer (“Maine”) The Comptroller of Maryland, Unclaimed Property Administrator (“Maryland”) The Commonwealth of Massachusetts, Office of the State Treasurer, Abandoned Property Division (“Massachusetts”) The Michigan Department of Treasury (“Michigan”) The Minnesota Department of Commerce (“Minnesota”) The Office of the Treasurer of the State of Mississippi (“Mississippi”) The Missouri Office of the State Treasurer, Unclaimed Property Division (“Missouri”) The Montana Department of Revenue, Business and Income Tax Division (“Montana”) The Nebraska State Treasurer’s Office (“Nebraska”) The Nevada Office of the State Treasurer (“Nevada”) The New Jersey Department of Treasury, Division of Taxation (“New Jersey”) The New Mexico Taxation and Revenue Department, Unclaimed Property Office (“New Mexico”) The North Carolina Department of State Treasurer (“North Carolina”) The North Dakota Department of State Lands (“North Dakota”) The Ohio Department of Commerce, Division of Unclaimed Funds (“Ohio”) The Oklahoma State Treasurer, Unclaimed Property Program (“Oklahoma”) The Oregon Department of State Lands (“Oregon”) The Rhode Island General Treasurer (“Rhode Island”) The State Treasurer of South Carolina, (“South Carolina”) The South Dakota Office of the State Treasurer, Unclaimed Property Division (“South Dakota”) The State of Tennessee, Treasury Department (“Tennessee”) The Utah Treasurer’s Office, Unclaimed Property Division (“Utah”) The Virginia Department of Treasury, Unclaimed Property Division (“Virginia”) The Vermont Office of the State Treasurer ("Vermont") The State of Washington, Department of Revenue, Unclaimed Property Section (“Washington”) The Wisconsin State Treasurer (“Wisconsin”) The West Virginia Office of the State Treasurer, (“West Virginia”) The State of Wyoming, Wyoming State Treasurer’s Office, Unclaimed Property
Division (“Wyoming”)
Sch. B-1
SCHEDULE B
RULES FOR IDENTIFYING DEATH MATCHES
In comparing Forethought’s records of its insureds, annuitants, and Annuity Contract
owners against the DMF, the governing principle to be followed shall be establishing whether or
not a unique biological individual identified on Forethought’s data is the same as a unique
biological individual identified on the DMF in a case where a benefit is due and payable. In
comparing Forethought’s records of its insureds, annuitants, and Annuity Contract owners
against the DMF, UPCH shall divide the matches it identifies into three categories in accordance
with the rules set forth below.
Category 1: SSN Match
A Category 1 Match occurs in any of the following circumstances:
1. There is a four-way exact match of the First Name, Last Name, Date of Birth, and
Social Security Number contained in the data produced by Forethought against
data contained in the DMF;
2. The First Name matches in accordance with the Fuzzy Match Criteria listed below
and the Last Name, Date of Birth, and Social Security Number match exactly.
Category 2: SSN Match
A Category 2 Match occurs when:
1. There is a four-way match of the First Name, Last Name, Date of Birth, and
Social Security Number such that the Social Security Number contained in the
data produced by Forethought matches exactly to the Social Security Number
contained in the DMF, and the First Name, Last Name, and Date of Birth match
either exactly or in accordance with the Fuzzy Match Criteria listed below.
Category 3: Non-SSN Match
A Category 3 Match occurs in any of the following circumstances:
1. The Social Security Number contained in the data produced by Forethought
matches in accordance with the Fuzzy Match Criteria listed below to the Social
Security Number contained in the DMF, and the First and Last Names, and Date
of Birth match either exactly or in accordance with the Fuzzy Match Criteria
listed below.
Sch. B-2
2. The records produced by Forethought do not include a Social Security Number or
where the Social Security Number is incomplete (less than 7 digits) or otherwise
invalid (i.e. 000000000, 999999999, 000006789), and there is a First Name, Last
Name, and Date of Birth combination in the data produced by Forethought that is
a match against the data contained in the DMF where the First and Last Names
match either exactly or in accordance with the Fuzzy Match Criteria listed below
and the Date of Birth matches exactly, subject to paragraph 3 immediately below.
3. If there is more than one potentially matched individual returned as a result of the
process described in paragraph 2 above, then UPCH shall run the Social Security
Numbers obtained from the DMF for the potential matched individuals against
Accurint for Insurance or an equivalent database. If a search of those databases
shows that the Social Security Number is listed at the address provided by
Forethought for the insured, then a Category 2 Match will be considered to have
been made.
Fuzzy Match Criteria:
1. A First Name fuzzy match includes one or more of the following:
a. “First Name” “Nick Names:” “JIM” and “JAMES.” UPCH utilizes the
pdNickname database from Peacock Data, Inc. as well as publicly
available lists of names and nicknames to identify matching First Names
where a nickname is used on one or both sides of the match.
b. “Initial” instead of full first name: “J FOX” and “JAMES FOX”
c. “Metaphone” (a recognized and accepted phonetic name matching
algorithm created by Lawrence Philips and originally published in 1990):
“BUDDY” and “BUDDIE.”
d. Data entry mistakes with a maximum difference of one character
with at least five characters in length: “HARRIETTA” and
“HARRIETA.”
e. If First Name is provided together with Last Name in a “Full Name”
format and “First Name” and “Last Name” cannot be reliably
distinguished from one another: “ROBERT JOSEPH,” Both “JOSEPH
ROBERT” and “ROBERT JOSEPH.”
f. Use of interchanged “First Name” and “Middle Name:” “ALBERT E
GILBERT” and “EARL A GILBERT.”
g. Compound “First Name:” “SARAH JANE” and “SARAH,” or
“MARY ANN” and “MARY.”
h. Use of “MRS.” + “HUSBAND’S First Name + Last Name:”
“MRS DAVID KOOPER” and “BERTHA KOOPER” where the “Date of
Birth” and “Social Security Number” match exactly and the Last Name
matches exactly or in accordance with the Fuzzy Match Criteria listed
herein.
2. A “Last Name” fuzzy match includes one or more of the following:
a. “Anglicized” forms of last names: “MACDONALD” and
“MCDONALD.”
b. Compound last name: “SMITH” and “SMITH-JONES.”
c. Blank spaces in last name: “VON HAUSEN” and “VONHAUSEN.”
Sch. B-3
d. “Metaphone” (a recognized and accepted phonetic name matching
algorithm created by Lawrence Philips and originally published in 1990):
“GONZALEZ” and “GONZALES.”
e. If First Name is provided together with Last Name in a “Full Name”
format and “First Name” and “Last Name” cannot be reliably
distinguished from one another: “ROBERT JOSEPH,” Both “JOSEPH
ROBERT” and “ROBERT.
f. Use of apostrophe or other punctuation characters in “Last Name:”
“O`NEAL” and “ONEAL.”
g. Data entry mistakes with a maximum difference of one character
for Last Name: “MACHIAVELLI” and “MACHIAVELI.”
h. Last Name Cut-off: A match will be considered to have been made
where due to the length of the Last Name, some of the last letters were not
saved in the database. Examples include: “Brezzinnows” and
“Brezzinnowski” and “Tohightower”and “Tohightowers.”
i. Married Female “Last Name” Variations: A fuzzy “Last Name” match
will be considered to have been made even though the data does not match
on the Last Name of a female, if the “Date of Birth” and “Social Security
Number” matches exactly and the First Name matches exactly or in
accordance with the Fuzzy Match Criteria listed herein.
3. A “Date Of Birth” fuzzy match includes one of the following:
a. Two dates with a maximum of one digit in difference: “03/27/1945” and
“03/27/1946”
i. NOTE: “03/27/1949” and “03/27/1950” are not a match under
Rule 3(a)i. ii.
ii. Only 1 entry mistake per full date is allowable: “03/27/1945” and
“03/28/1946” are not a match.
b. Transposition of “Month” and “Date” portion of the “Date of
Birth:” “05/11/1935” and “11/05/1935.”
c. If either Forethought’s systems or the DMF does not contain a complete
“Date of Birth,” then a “Date of Birth” exact match will be found to exist
where the data that is available on Forethought’s systems does not conflict
with the data contained in the DMF. By way of example, if Forethought’s
systems only contain a month and year of birth, an exact “Date of Birth”
match will exist if the DMF record contains the same month and year of
birth.
d. If the Forethought provided First and Last Name match, either
exactly or in accordance with the Fuzzy Match Criteria listed herein, and
the Forethought provided Social Security Number matches exactly against
the DMF, then the Date of Birth will be a fuzzy match if the Forethought
provided Date of Birth is within 2 years (either before or after) the DMF
listed Date of Birth.
e. For all industrial policies (known internally at Forethought was
“intermediate and weekly policies” or “IWPs”), if the Forethought
provided First and Last Name match exactly and there is an inaccurate,
missing or incomplete SSN, a match will be considered made if:
Sch. B-4
i. The Forethought supplied Date of Birth is a default Date of Birth
(e.g., 1/1/1915) and the DMF year of birth is either an exact match
or DMF Date of Birth is within one year either before or after the
insurer provided Date of Birth. [Examples: 1/1/1915 & 2/25/1915
or 1/1/1915 & 2/25/1916]
ii. The Forethought supplied Date of Birth matches exactly with the
DMF month and day of birth and the DMF year of birth are within
five years before to five years after the insurer supplied Date of
Birth. [Examples: 2/25/1915 & 2/25/1913 or 2/25/1915 &
2/25/1916]
iii. The Forethought supplied Date of Birth matches exactly with the
DMF month and year and the DMF day of birth is not a match.
[Examples: 2/25/1915 & 2/15/1915 or 2/25/1915 & 2/7/1915]
iv. The DMF Date of Birth is within 5 years +/- of the Forethought
supplied Date of Birth and a search of that individual’s First and
Last Name and Social Security Number (listed on the DMF) in
Accurint for Insurance or an equivalent database, results in an
address matching a Forethought address for that Contract.
4. A “Social Security Number” fuzzy match includes one of the following:
a. Two Social Security Numbers with a maximum of two digits in difference,
any number position: “123456789” and “123466781.”
b. Two consecutive numbers are transposed: “123456789” and
“123457689.”
c. If a Social Security Number is less than nine digits in length (with a
minimum of seven digits) and is entirely embedded within the other Social
Security Number: “1234567” and “0123456789.”
Reports of Matches
UPCH shall only include Category 1 Matches, Category 2 Matches, and Category 3
Matches in a UPR upon verifying that it believes a benefit may be payable based upon the data
that UPCH was provided.
Other Matches and Mismatches
Notwithstanding the fact that a life insurance policy (including a group life insurance
certificate issued thereunder), or Annuity Contract is listed as a match, the Parties agree that
there will not be a reportable match if Forethought is able to produce evidence sufficient to
establish that the unique biological individual identified on Forethought’s data is not the same
as a unique biological individual identified on the DMF or such individual is not dead.
Additionally, notwithstanding the fact that a policy is not found to be a match in accordance with
the foregoing rules, UPCH may submit, in a separate report to be provided concurrently with the
Sch. B-5
provision of UPCH’ next due UPR, evidence sufficient to establish that a unique biological
individual identified on Forethought’s data is the same as a unique biological individual
identified on the DMF. Once a match is submitted by UPCH pursuant to the preceding sentence,
no other such matches shall be submitted for the individual so identified. In the event that
Forethought and UPCH are unable to resolve any disputes related to what constitutes a
reportable match, such disputes shall be subject to the dispute resolution provisions of the
Agreement set forth in Schedule D. UPCH and Forethought agree to meet in order to evaluate
whether the matching process is producing satisfactory data. If the matching process is not
producing satisfactory data (i.e., a large number of false positives are reported based on the
current criteria), UPCH and Forethought agree to use best efforts to develop new criteria for
UPCH’ identification of matches.
Sch. C-1
SCHEDULE C
UNCLAIMED PROPERTY REPORT INFORMATION AND
UPRs will only include property that UPCH believes to be payable in accordance with the terms
of this Agreement. All UPRs provided by UPCH to Forethought shall exclude life insurance
policies, and Annuity Contracts where the data provided by Forethought to UPCH indicates that
(i) the property has already been paid, (ii) the property has already been escheated, (iii) the
policy or Annuity Contract was not in force on the date of death, Maturity Age or Maturity Date,
(iv) a match identified in accordance with Schedule B is the death of a first insured under a
survivorship policy, (v) the applicable dormancy period has not expired or (vi) a benefit is not
otherwise payable.
Report Formats:
UPCH shall provide Forethought with UPRs in various formats depending on the property type.
Attached hereto is the specific data that UPCH shall provide for each of the property types
specified below (with each data element representing a column heading on a report):
Schedule C-1: Life Insurance Policy – DMF Death Match
Schedule C-2: Life Insurance Policy – Maturity Age
Schedule C-3: Annuity Contract – DMF Death Match
Schedule C-4: Annuity Contract – Maturity Date
On each of the schedules set forth above, data elements that represent Forethought data are
indicated with a “(P),” data elements that represent UPCH data are indicated with a “(V),” and
data elements that represent DMF data are indicated with a “(DMF).”
Sch. C-1-1
SCHEDULE C-1
Life Insurance Policy – DMF Death Match
Company Code (F)
Admin System (F)
Product Line Code (F)
Policy Number (F)
UPCH Record Control ID (U)
Overall Match Category Assignment (U)
Overall Perfect Matched Fields (U)
P Insured First Name (F)
DMF First Name (DMF)
First Name Perfect Match (U)
P Insured Last Name (F)
DMF Last Name (DMF)
Last Name Perfect Match (U)
P Insured SSN (F)
DMF SSN (DMF)
SSN Perfect Match (U)
P Insured Date of Birth (F)
DMF Date of Birth (DMF)
Date of Birth Perfect Match (U)
P Insured Address (F)
P Insured State (F)
DMF Address (DMF)
DMF State (DMF)
Policy Issue Date (F)
DMF Date of Death (DMF)
Dormancy Period Expiration Date (U)
Presumed State of Escheatment (U)
Property Type (IN) Code (U)
Current Policy Status (F)
Current Policy Status Effective Date (F)
In Force as of Run Date (Y/N) (U)
Sch. C-1-2
Indication of Coinsured (Y/N) (U)
Indication of Payment (Y/N) (U)
Escheatment Reason (U)
Original Face Amount (F)
Due Diligence Category (U)
Sch. C-2-1
SCHEDULE C-2
Life Insurance Policy – Maturity Age
Company Code (F)
Admin System (F)
Product Line Code (F)
Plan Code (F)
Policy Number (F)
UPCH Record Control ID (U)
P Insured First Name (F)
P Insured Last Name (F)
P Insured SSN (F)
P Insured Date of Birth (F)
P Insured Address (F)
P Insured State (F)
Policy Issue Date (F)
Date of Maturity (U)
Dormancy Period Expiration Date (U)
Presumed State of Escheatment (U)
Property Type (IN) Code (U)
Current Policy Status (F)
Current Policy Status Effective Date (F)
In Force as of Run Date (Y/N) (U)
Indication of Coinsured (Y/N) (U)
Indication of Payment (Y/N) (U)
Escheatment Reason (U)
Original Face Amount (F)
Due Diligence Category (U)
Sch. C-3-1
SCHEDULE C-3
Annuity Contract – DMF Death Match
Contract Number (F)
Contract Issue Date (F)
UPCH Record Control ID (U)
Overall Match Category Assignment (U)
Overall Perfect Matched Fields (U)
P Owner Full Name (F)
P Owner SSN (F)
P Owner Date of Birth (F)
P Owner Address (F)
P Owner State (F)
P Annuitant Full Name (F)
P Annuitant SSN (F)
P Annuitant Date of Birth (F)
P Annuitant Address (F)
P Annuitant State (F)
DMF Full Name (DMF)
DMF SSN (DMF)
DMF Date of Birth (DMF)
DMF Address (DMF)
DMF State (DMF)
DMF Date of Death (DMF)
Dormancy Period (U)
Dormancy Period Expiration Date (U)
Presumed State of Escheatment (U)
Contract Status (F)
Contract Status Effective Date (F)
Escheatment Reason (U)
Contract Value (F)
Due Diligence Category (U)
Sch. C-4-1
SCHEDULE C-4
Annuity Contract – Maturity Age
Contract Number (F)
Contract Issue Date (F)
UPCH Record Control ID (U)
P Owner Full Name (F)
P Owner Address (F)
P Owner State (F)
P Annuitant Full Name (F)
P Annuitant Address (F)
P Annuitant State (F)
P Annuitant Date of Birth (F)
Contract Maturity Date (F)
Dormancy Period (U)
Dormancy Period Expiration Date (U)
Presumed State of Escheatment (U)
Contract Value (F)
Contract Status (F)
Contract Status Effective Date (F)
Last Financial Transaction Effective Date (F)
Last Financial Transaction Code (F)
Due Diligence Category (U)
Sch. C-5-1
Sch. D-1
Month Life Insurance Report DMF or LA States Cumulative
Through Aug-2012 8,553 records DMF
HI ME WY PR SD MT
ND VT NH DC NY AK
RI MN SC WI NE NJ DE
ID CT NV IA MD WV
LA MA CO KS VA MO
MS GA PA NM OR UT
IL KY NC OK AL AR WA
AZ TN OH FL MI IN.1
8,553 records
Sep - 2012 Up to 8,000 records DMF IN.2 TX CA.1 16,553 records
Up to 4,200 records DMF CA.2 20,753 records
Up to 1,146 records LA All 21,899 recordsOct - 2012
SCHEDULE D
REPORTING AND REMITTANCE PROCEDURES
All UPRs shall be subject to the following process for reviewing, resolving
disputes, and reporting and remitting Proceeds due to a Signatory State under the terms of
the Agreement:
I. ISSUANCE OF UNCLAIMED PROPERTY REPORTS
Separate UPRs shall be issued for: (i) Proceeds payable under life insurance
policies upon an event of death or upon reaching the policy Maturity Age (the “Life
Insurance Reports”); (ii) Proceeds payable under group life certificates upon an event of
death or upon reaching Maturity Age (the “Group Life Insurance Reports); and (iii)
Proceeds payable under Annuity Contracts upon an event of death or upon reaching the
Maturity Date (the “Annuity Reports”). Upon the Effective Date of the Agreement,
UPCH shall deliver a new Life Insurance Report, Group Life Insurance Report, Annuity
Report, and Retained Asset Account Report on the first day of every calendar month,1
according to the following schedule: 2
1 All references in this Schedule D to the number of days by which an action is to
take place are to be calculated in calendar days. If the last day on which an action is to
take place is a Saturday, Sunday, or legal holiday, the period continues to run until the
end of the next day that is not a Saturday, Sunday, or legal holiday.
2 It is contemplated that, in any event, the audit will be completed no later than six
months from the effective date of this agreement and that UPCH will use its best efforts
to submit on each monthly UPR, the maximum number of records permitted under the
schedule above. The parties agree to modify schedules in good faith in order to complete
the audit within that period of time.
Sch. D-2
The UPRs shall identify only one unique individual per certificate, contract or
policy. In the event that the procedures set forth in Schedule B result in more than one
individual being identified as a possible insured, annuitant, or Annuity Contract owner,
the UPR shall identify only that unique biological individual identified using the data
with the most exact matching criteria which is most likely to be the individual identified
on Forethought’s data, as determined using the matching procedures of Schedule B.
Once a match is submitted by UPCH, no other matches shall be submitted for that
certificate, contract, or policy unless it is based on additional information that is received
from Forethought or information uncovered by Forethought as a result of Forethought’s
UPR review.
The records submitted on the UPRs will track the categories outlined in Schedule
D, Section III.A.1.
Excluding certificates, policies and contracts falling under Schedule D, Section
III.A.1.i, UPCH will use best efforts to ensure that each Life Insurance Report (i)
includes Proceeds that UPCH has identified as being escheatable only to the states
specified in the table set forth in Section I above, (ii) includes a combination of records
from Forethought’s various systems, and (iii) includes a mixture of in-force and
terminated policies, with the combinations and mixtures referred to in (ii) and (iii)
approximating the occurrence of such records across potential matches identified by
UPCH across all reports. It is understood that if the UPRs are not provided in the above
manner, Forethought’s ability to respond timely could be impacted adversely.
II. REVIEW AND RECONCILIATION OF UNCLAIMED PROPERTY
REPORTS
Review of Unclaimed Property Report
Forethought shall have up to one calendar month to review each UPR in order to
identify all Proceeds that it agrees are subject to escheatment as well as any exceptions it
may have to a UPR, provided, however, that Forethought shall have up to forty (45) days
to review each Group Life Insurance Report. Once Forethought has completed its review
of each UPR, within ten (10) business days following the last day of that month, or within
ten (10) business days following the end of the review period for Group Life insurance
reports, it shall provide UPCH with a list identifying : (i) all Proceeds that it agrees are
subject to escheatment in accordance with Sections III and IV; and (ii) the exceptions for
Proceeds that Forethought has determined do not meet the criteria for escheatment,
together with the specific reasons for its determinations.
Review and Reconciliation of List of Exceptions
Within twenty (20) days after Forethought has provided UPCH with its list of
exceptions, UPCH shall determine whether it disputes any exception contained in
Forethought’s list of exceptions.
If UPCH disputes an exception to a UPR, then UPCH and Forethought shall meet
in good faith to resolve the dispute within twenty (20) days after UPCH notifies
Forethought of its intent to dispute any listed exceptions. All property that Forethought
agrees is due to be escheated following reconciliation shall then be subject to applicable
post-reconciliation processes described in Sections III. and IV. below. All exceptions
Sch. D-3
that remain unreconciled twenty (20) days after Forethought and UPCH first meet to
discuss each UPR may be referred by either Forethought or UPCH for the dispute
resolution process described in Section 3.D of the Agreement. At the conclusion of the
Audit (or in accordance with any instructions provided to UPCH by a Signatory State),
UPCH shall provide notice to a Signatory State of all exceptions Forethought has taken to
a UPR and as to which UPCH has agreed that no Proceeds are payable.
III. POST RECONCILIATION PROCESSING FOR PROCEEDS TO BE
REMITTED TO SIGNATORY STATES
Forethought agrees that all Proceeds identified on a UPR that are due to be
reported and remitted to one of the Signatory States pursuant to Section II, shall be
subject to the following due diligence.
A. Due Diligence
1. Due Diligence for Property Due: (i) Upon An Event of Death Under
Life Insurance Policies (including group life insurance certificates
issued thereunder), Annuity Contracts, or retained asset accounts;
and (ii) Upon Life Insurance Policies Reaching Maturity Age
i. Property due under life insurance policies (including group life
insurance certificates issued thereunder) and Annuity Contracts.
Except as set forth below, there is no limitation on the amount or means of
outreach Forethought may conduct to contact the Beneficiary for Proceeds within this
category. Forethought will have a two calendar month due diligence period to make
confirmed contact with a Beneficiary or confirmed contact with the legal representative
of a Beneficiary, commencing at the end of the calendar month during which Forethought
has confirmed that the property is subject to escheatment under Section II(A). For
purposes of this subsection, “confirmed contact” means Forethought has made contact
with a Beneficiary or a Beneficiary’s legal representative, and has begun to collect the
documentation and information necessary to process the claim. If Forethought has not
made confirmed contact by the end of the two calendar months due diligence period, the
Proceeds shall be subject to the procedures for reporting and remittance to the appropriate
Signatory State in accordance with Section III.B. below. If Forethought has made
confirmed contact within the two calendar month due diligence period, Forethought shall
pay the Beneficiary within two calendar months from the expiration of the due diligence
period. If at the end of this second two calendar month period Forethought has not paid
the claim, the Proceeds shall be subject to the procedures for reporting and remittance to
the appropriate Signatory State in accordance with Section III.B. below. Forethought
shall make payment of the claim per the terms of the applicable policy or contract
following contact with a Beneficiary, or the legal representative of a Beneficiary.
If Forethought does not make confirmed contact with the Beneficiary or the
Beneficiary’s legal representative by the end of the two calendar month due diligence
period, or pay the Proceeds within the two calendar month period following confirmed
contact, Proceeds shall be reported and remitted based on the last known address on
Forethought’s books and records, as of the time it receives the UPR, for the Beneficiary,
Sch. D-4
or the last known address of the insured or annuitant or account holder if there is no last
known address for the Beneficiary.
2. Due Diligence for Property Due Upon Annuity Contracts Reaching
the Maturity Date
Forethought shall send one or more notification letters to, and may otherwise
attempt to notify, the annuity contract owner. If there is no response to a notification
letter within 180 days after the initial notification letter is sent and the property is not paid
to the owner in accordance with the terms of the Agreement, the property shall be subject
to the reporting and remittance process described in Section III.B. below.
At least one letter shall be sent to the last known address on Forethought’s books
and records, as of the time it receives the UPR, for the annuity contract owner. If at any
time prior to the expiration of the 180 day period described above, Forethought
determines that the owner cannot be located, the property shall be subject to the reporting
and remittance process described in Section III.B. below.
B. Reporting and Remittance of Property
1. Results of Due Diligence
Within ten (10) business days following the end of each calendar month,
Forethought shall provide UPCH with a list of all property that it has paid out as a result
of the due diligence process, all property for which confirmed contact with a Beneficiary
or a Beneficiary’s legal representative has been made but the property remains to be paid
out, and all property that is to be remitted to a Signatory State. UPCH may perform
appropriate audit techniques to confirm that Forethought fully paid the Proceeds to the
Beneficiary following the due diligence process.
2. Payment of Property
Records of Property to be escheated will be generated on the last day of the
calendar month. Payment of all Proceeds to be reported and remitted shall be delivered
as of the 10th
day of the month following the end of the applicable due diligence period.
Forethought shall provide UPCH with the methodology used to calculate
Proceeds due to be remitted, as well as access to the physical documentation (e.g.,
calculation worksheets) and/or digital files that are created or edited during the death
benefit calculation for each escheatable policy. Such documentation shall include a
breakdown of all post date of death debit/charges or additions to the account, including
but not limited to loans, premiums, service fees, interest, dividends, etc. UPCH may test
a reasonable percentage of such Proceeds to ensure that the correct calculations have
been made. Any disputes regarding the amount of benefits due shall be subject to the
same reconciliation and resolution process described in Section II above.
Sch. D-5
IV. REPORT DELIVERY PROTOCOL
Forethought agrees that all Proceeds to be reported and remitted to a Signatory
State pursuant to this Agreement shall be reported by Forethought to a Signatory State
with a notation indicating that the report is made pursuant to the Audit, and shall be
remitted by Forethought to the Signatory State either through UPCH or in accordance
with UPCH’ instructions. Further, Forethought agrees that it shall provide to UPCH a
copy of all such reports and remittances. Forethought further agrees that no Proceeds to
be reported and remitted to a Signatory State pursuant to this Agreement shall be
included in any annual filings or any supplemental filings made by Forethought to the
Signatory States. Nothing in this Agreement, however, shall prohibit Company from
identifying and remitting Proceeds to a Beneficiary if permitted or required by a
Signatory State’s UP Laws. At such time as the Company provides notice of remittance
to a Beneficiary under a Signatory State’s UP Laws, the Company shall provide a copy of
the notice of remittance to UPCH. The Signatory State and UPCH shall have access to
all relevant records documenting the identification of the Beneficiary and the remittance
of Proceeds pursuant to this section.
UPCH and Forethought mutually agree to deliver all notices and reports required
under the Agreement according to the following protocols.
Reports provided to Forethought shall be delivered in electronic, encrypted,
password protected, unlocked (to permit sorting) Excel format (or such other format as
UPCH and Forethought mutually agree in writing) to Forethought’s designated FTP
website with a notification email to Ms. Deb Korman, deb.korman@forethought.com.
Forethought may designate in writing to UPCH one or more persons to receive such
reports instead of Deb Korman.
Reports provided to UPCH shall be delivered in electronic, encrypted, password
protected, unlocked (to permit sorting) Excel format (or such other format as UPCH and
Forethought mutually agree in writing) to Mr. Bill Callagy, william.callagy@acs-
inc.com.
Where UPCH is to provide notice to a Signatory State under Section D of the
Agreement or this Schedule D, the date of notice is the date on which notice is sent by
UPCH. Where a Signatory State is to provide notice or a report to Forethought under
Section D of the Agreement or this Schedule D, the date of notice is the date on which
notice is sent by the Signatory State to Forethought.
Report delivery protocol questions, issues, concerns, or disputes shall, in the first
instance, be addressed to Deb Korman, of Forethought, or Bill Callagy of UPCH, for
resolution.
Sch. E-1
SCHEDULE E
NON-DISCLOSURE AGREEMENT DATED JULY 7, 2011
Sch. E-1
Sch. F-1
SCHEDULE F
FORM OF SIGNATORY STATE SIGNATURE PAGE
The undersigned Participating State, as identified in the attached Schedule A, agrees to
enter into the Global Resolution Agreement with Forethought as a Signatory State.
[SIGNATORY STATE]
By: _____________________________________ Date: _______________________
Its: _____________________________________